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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
The Board’s Role in FCPA Compliance
For directors of public companies with foreign operations, “FCPA” is a dreaded acronym. In recent years, compliance with the Foreign Corrupt Practices Act has become a key area of focus for boards and management. Enforcement of the FCPA has increased markedly since 2004, and the U.S. Securities and Exchange Commission and the Department of Justice […]
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Posted in Boards of Directors, International Corporate Governance & Regulation, Practitioner Publications, Securities Regulation
Tagged Anti-corruption, Board communication, Board leadership, Boards of Directors, Compliance & ethics, Corporate culture, Engagement, FCPA, International governance, Misconduct, Oversight, Reputation, Risk oversight, Securities regulation
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Weekly Roundup: September 16–September 22, 2016
PROMESA and Puerto Rico’s Pathways to Solvency Posted by Stephen Park, University of Connecticut, and Tim Samples, University of Georgia, on Friday, September 16, 2016 Tags: Bailouts, Bankruptcy, Bondholders, Bonds, Debt, Debtor-creditor law, Engagement, Incentives, Municipal securities,PROMESA, Puerto Rico, Restructurings, Securities regulation, Sovereign debt Equity Market Structure in 2016 and for the Future Posted by […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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2016 Global Board of Directors Survey
The growing demands on corporate boards are transforming boardrooms globally, with directors taking on a more strategic, dynamic and responsive role to help steer their companies through a hypercompetitive and volatile business environment. Economic and political uncertainties make long-term planning more difficult. The proliferation of cyber attacks—and their consequences for business in financial losses and […]
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Posted in Boards of Directors, Practitioner Publications, Securities Regulation
Tagged Board composition, Board dynamics, Board evaluation, Board performance, Board turnover, Boards of Directors, Cybersecurity, Director qualifications, Diversity, Succession, Surveys
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The Law and Brexit VI
Despite a weekend of Brexit brainstorming by the Cabinet at the Prime Minister’s country retreat, we are still no closer to understanding the Government’s preferred trading model for Brexit Britain. Meanwhile, many Brexiteers in the Parliament and the Press have pointed to some positive economic data as proof that fears about the economic impact of […]
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Posted in Banking & Financial Institutions, Financial Regulation, International Corporate Governance & Regulation, Practitioner Publications
Tagged Banks, Brexit, Clearing houses, Cross-border transactions, Derivatives, EMIR, ESMA, EU, Europe, Financial institutions, Financial regulation, International governance, MiFID, OTC derivatives, Reporting regulation, Swaps, Switzerland, UK
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Being Surprised by the Unsurprising: Earnings Seasonality and Stock Returns
“Day-to-day fluctuations in the profits of existing investments, which are obviously of an ephemeral and non-significant character, tend to have an altogether excessive, and even an absurd, influence on the market. It is said, for example, that the shares of American companies which manufacture ice tend to sell at a higher price in summer when […]
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Posted in Academic Research, Accounting & Disclosure, Empirical Research
Tagged Analyst forecasts, Analysts, Behavioral finance, Earnings announcements, Financial reporting, Forecasting, Information environment, Market efficiency, Stock mispricing, Stock returns
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Evaluating Monetary Policy Operational Frameworks
Thank you for giving me the opportunity to discuss Ulrich Bindseil’s excellent paper, which builds on his considerable body of work in this field and provides an insightful discussion of monetary policy implementation. What makes Ulrich’s contributions notable is the unique combination of academic rigor and practical insights he brings to the topic. By distilling […]
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Posted in Banking & Financial Institutions, Financial Crisis, Financial Regulation, Practitioner Publications, Regulators Materials
Tagged Banks, Central banking, Federal Reserve, Financial crisis, Financial institutions, Financial regulation, Interest, Liquidity, Market efficiency, Monetary policy, Moral hazard, Risk, Systemic risk
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A Gadfly’s Perspective
Individuals who submit shareholder proposals to companies for inclusion on their proxy statements are often characterized as nuisances. These shareholders often have little wealth at stake yet exert considerable effort and incur non‐trivial expenses in order have a shareholder proposal put to a vote—which more often than not does not support the proponent’s proposal. David […]
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Posted in Academic Research, Boards of Directors, Corporate Elections & Voting, Institutional Investors, Securities Regulation
Tagged Boards of Directors, Capital allocation, Engagement, Institutional Investors, Management, Proxy season, Proxy voting, Repurchases, SEC, Shareholder activism, Shareholder proposals, Shareholder value
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What Do Private Equity Firms Say They Do?
Our new article, What Do Private Equity Firms Say They Do?, is the largest survey of private equity (PE) investors to date. While there has been much academic work on the effects of private equity, there has been relatively little analysis of actions taken by PE fund managers. We seek to fill this gap by […]
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Posted in Academic Research, Empirical Research, Private Equity
Tagged Asset management, Capital structure, Equity capital, Firm performance, Fund managers, Incentives, Management, Oversight, Partnerships, Private equity, Surveys
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Buybacks and the Board: Director Perspectives on the Share Repurchase Revolution
To learn how companies make decisions about share repurchases, Tapestry Networks interviewed 44 directors serving on the boards of 95 publicly traded US companies with an aggregate market capitalization of $2.7 trillion. The complete publication (available here) synthesizes these directors’ views and broader research on repurchase programs. Report highlights include:
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Posted in Accounting & Disclosure, Boards of Directors, Executive Compensation, Practitioner Publications
Tagged Boards of Directors, Capital structure, Disclosure, Executive Compensation, Incentives, Long-Term value, Management, Market conditions, R&D, Repurchases, Shareholder value, Short-termism, Stock returns, Surveys
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Federal Court’s Denial of Excessive Fee Claims on Mutual Fund “Manager of Managers” Theory
On August 25, a federal court in the District of New Jersey issued a much-anticipated decision, finding after a lengthy trial that shareholder plaintiffs failed to prove claims that AXA entities had charged excessive mutual fund management fees in violation of Section 36(b) of the 1940 Act. In the first case to proceed to trial […]
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Posted in Court Cases, Practitioner Publications, Securities Regulation
Tagged Fiduciary duties, Fund managers, Investment advisers, Liability standards, Mutual funds, Section 36(b), Securities regulation, U.S. federal courts
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